CORRESP 12 filename12.htm

[LETTERHEAD OF KIRKPATRICK & LOCKHART PRESTON GATES ELLIS LLP]

August 27, 2007

Via Edgar and Federal Express

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington D.C. 20549

Attn:		H. Christopher Owings Assistant Director

Re:		Fuqi International, Inc.
		Registration Statement on Form S-1
		Filed July 2, 2007
		File No. 333-144290

		Amendment No. 2 to Registration Statement on Form 10, Filed July 2, 2007
		Form 10-K for Fiscal Year Ended December 31, 2006, Filed April 17, 2007
		Form 10-Q for the Quarter Ended March 31, 2007, Filed May 21, 2007
		File No. 52383

Dear Mr. Owings:

On behalf of Fuqi International, Inc., a Delaware corporation (the “Company”), we hereby transmit for filing pursuant to Rule 101(a) of Regulation S-T, Amendment No. 3 (“Amendment No. 3 to Form 10”) to the Company’s Registration Statement on Form 10 that was originally filed with the Securities and Exchange Commission (the “Commission”) on December 29, 2006 and as amended by Amendment No. 1 on Form 10/A filed on February 14, 2007 and Amendment No. 2 on Form 10/A filed July 2, 2007 (“Amendment No. 2 to Form 10”) and Amendment No. 1 (“Amendment No. 1 to Form S-1”) to the Company’s Registration Statement on Form S-1that was originally filed with the Commission on July 2, 2007 (“Form S-1”). We are also forwarding to you via Federal Express courtesy copies of this letter, Amendment No. 3 to Form 10, in a clean format, and Amendment No. 1 to Form S-1, in a clean and marked version to show changes from the Form S-1.

The staff of the Securities and Exchange Commission (the “Staff”) issued a comment letter, dated July 31, 2007, in respect of Amendment No.2 to Form 10 and the Form S-1. The following consists of the Company’s responses to the Staff’s comment letter in identical numerical sequence. For the convenience of the Staff, each comment is repeated verbatim with the Company’s response immediately following.

Form S-1

Comment: We note that you have removed references to the fact that your common stock may be considered a "penny stock" subject to the regulations set forth in Exchange Act Rules 15g-2 through 15g-9. We presume that this is because you believe that your common stock falls outside of the definition of "penny stock," as defined under Exchange Act Rule 3a51-1. Please provide us with your analysis as to why you believe your common stock does not constitute "penny stock," or revise your registration statement to include disclosures to that effect.

Response: We respectfully note your comment and supplementally inform you that the Company believes that its common stock will fall outside the definition of “penny stock” as defined under Exchange Act Rule 3a51-1. A security is not considered to be “penny stock” if it, among other things:

H. Christopher Owings

August 27, 2007

Page 2

trades at a price of $5.00 or more, OR

trades on a recognized national exchange that meets the requirements listed under Exchange Act Rules 3a51-1(a) and 3a51-1(e), OR

has an issuer with net tangible assets in excess of $2,000,000 and that has been in continuous operation for at least three years.

The Company believes that its common stock will not fall under the definition of “penny stock because, first, the Company expects that its common stock will trade at a price of more than $5.00. Second, the Company intends to have its common stock listed on, and has already applied to have its common stock listed on, the Nasdaq Global Market, a recognized national exchange. Lastly, the Company has had net tangible assets of more than $2,000,000 and has been in continuous operation for at least three years. Therefore, the Company believes that its common stock would not be considered a “penny stock” under the definition in Rule 3a51-1. If at any time the Company believes that its securities may be subject to the “penny stock” rules, the Company will add the appropriate risk factor.

Liquidity and Capital Resources, page 37

Comment: We note your revisions to this section in response to our comments. However, please discuss in further detail your retail expansion. For example, please indicate what needs to be done to acquire or prepare sites and whether you have identified any sites in particular, to have staff available, whether you are in negotiations with regard to site locations or additional supply of materials necessary to support your retail efforts, etc.

Response: We respectfully note your comment and have revised the Liquidity and Capital Resources section to discuss in further detail our retail expansion and to disclose that we are still in the process of determining all of the steps necessary to implement our retail expansion plan.

Item 15. Recent sales of unregistered securities, page II-2

3.	Comment: We note that you have revised this discussion to reflect your recent redemption of certain outstanding warrants. Please revise this discussion to refer to the proper date of redemption as we presume that you mean to refer to June 2007, as opposed to June 2008.

Response: We respectfully note your comment and have revised the disclosure accordingly.

Exhibits

4.	Comment: Please file all exhibits as promptly as possible. We will review the exhibits prior to granting effectiveness of the registration statement, and may have additional comments based on our examination of them.